Midnight Romp
by Aranel o Lorien
Summary: Rex/Cody/Kit Fisto. First time writing as Kit, written with a friend on DA YAOI WARNING! Yes threesome. If ya don't like it don't read it. Otherwise Plz R&R!


Midnight Romp

Rex sat straddled in Cody's lap. His head tilted back just slightly. His full, soft lips parted into a very simple 'o' shape. The clone Captain jerked and bounced on top of him, whimpering and grunting, trying to feel more of Cody inside of him. His eyes shut tighter as he squeezed his calloused hands on Cody's shoulders, using them to help lift himself up and plop back down.

"C-ody…." He grunted and moaned again.

Cody moaned as he felt Rex move on top of him, trying his best not to buck his hips at the feeling of Rex surrounding his length on all sides. Panting he couldn't help himself but buck just once before he moaned again, clutching at Rex's hips he held on. Closing his eyes again he threw his head back and moaned, arching up into Rex, driving himself deeper inside of him.

"F-Force...Rex... uhnnn."

Gasping the clone squeezed his shoulders tighter and continued to bounce himself. Whimpering and gasping as he did.

"Oh Cody...nnn…."

He reached one of his own hands down and grabbed his own shaft, stroking himself slowly and gasping as he did.

"Codes..." He grunted and rolled his head across his shoulders.

"Ahhnn…." He continued to pump his hand, getting faster. His fist making soft smacking sounds against his skin as he stroked.

As Cody felt Rex squeeze his shoulders tighter, he bit his lip and rolled his head back. Finally able to open his eyes he moaned at the sight of Rex stroking himself.

"Ohhh Rex...Nnn..." Gripping tighter on Rex's hips Cody felt that he was getting close and knew that with all of Rex's stroking that he must be close too.

"Nnaaah...R-Rex... he-re..." He said as he took his hand off of Rex's hip and started stroking Rex's shaft in time with his own strokes.

Rex gasped and smiled. "Ahhh kriff...Cody!"

He bucked his hips up slightly and bit down into his bottom lip. Gasping he turned his head suddenly, pulling off of Cody when he saw the doors open. Jedi Master Fisto walked in, in his boxers and looking half awake.

"Are you boys okay in here…I heard-" He blinked his eyes slightly as they adjusted. He saw both of them naked. He blinked again. "...What...?"

Cody grinned as Rex bucked his hips and called out his name again, but when he heard Rex gasp and get off of him he realized that something was wrong and immediately sat up. Seeing Kit he quickly moved in front of Rex and wound up adjusting himself to be sitting up, stark naked, in bed.

Kit just stared at them with a vacant expression. Having just woken up his brain hadn't finished starting up yet.

"..What...are you guys doing?" He found his eyes locked on Cody, seeing him naked. He wanted to look away but he couldn't. With a darker green face he stared at the two clones. Surprised.

Rex saw Kit staring and he mumbled quietly. He nuzzled Cody then smiled.

"Bring him into this." He demanded. "And do it quickly before he leaves." He pushed Cody a little. Wanting him to get up and pull Kit in.

Cody looked from Rex to Kit and back to Rex again. _Well he is kinda sexy being all green like that..._ Cody quickly kissed Rex before getting up and walking over to Kit.

"Kit... why don't you join us?" He said as he grabbed both of Kit's hands and pulled him towards the bed.

"I know you want it." And with that, Cody wrapped his arms around Kit's waist and kissed him.

He had opened his mouth to speak but Cody's lips muffled him.

"Mpgghh..."

He grunted and his lids drooped a little. He slowly wrapped his arms around Cody and kissed back, pressing close against him.

Rex grinned and reached between his legs, stroking himself slowly. He liked watching.

"Hey Codes. They say that Nautolan tentacles are extremely sensitive. Why not suck and touch a few to get him in the mood?" He purred.

Cody grinned into the kiss as he felt Kit wrap his arms around him. Moaning at Rex's suggestion he slowly broke the kiss and ran one of his hands through Kit's tentacles experimentally before he took one of the thicker ones into his mouth and started to suck.

Kit's eyes widened and his body instantly arched into Cody's.

"Aahh! C-commander!" He gasped and snapped his hands onto Cody's shoulders, squeezing tightly and looking at him, his mouth still hanging open from the contact.

"Ah...ahha..." He couldn't stop moaning.

Rex got up from the bed and walked around to the back of Kit. He grabbed two of the tentacles and brought the tips to his lips, twirling his tongue around them and sucking on each one. Making the Jedi shriek.

Cody smiled as he continued to suck on Kit's tentacle, loving the reaction he was getting from him.

"Mmmm," moaning he relaxed his throat and let Kit's tentacle slip further down, swallowing around him so as to increase the pleasure.

Screaming the Jedi clutched Cody's shoulders, his hips instinctively just bucking themselves. He was already noticeably bulging inside of his boxer shorts.

"Ahhhh force!" He whimpered happily, watching Cody with big, sparkling black eyes. Rex did the same as Cody, sucking on one and stroking two others. He even moaned softly for him.

Feeling Kit buck up against him, Cody realized that at this rate he was going to come before they even got to the good part. Gently he let Kit's tentacle slip from his mouth and throat, moaning at the loss of the lovely appendage, and reached around Kit and brushed his fingers up Rex's arm to get his attention. Running his hands down Kit's back, he gripped his waist and brought everyone towards the bed.

"Come on Kit..." he whispered to him.

"You'll like this." 

Kit whimpered when they both stopped suckling and he let them ease him onto the bed. He rested on his back and looked up at Rex and Cody, his eyes hazy. Rex purred and gave Cody a quick kiss.

"I want to ride him." He said cutely, nipping at Cody's bottom lip.

"You can fuck him meanwhile, okay?" He purred, kissing him fully on a lip as he slowly climbed on top of Kit. His back facing the Jedi.

Cody smiled as Rex kissed him and said he wanted to ride Kit while he fucked him.

"Mmmm" he moaned as he watched Rex get on top of Kit, facing in his direction.

"Ohhh Rexy... did I tell you I loved you tonight?" Cody asked before kissing Rex square on the mouth and getting into position to fuck Kit senseless

Rex purred and lifted off Kit's boxers. He licked his fingers and reached around, shoving them inside of Kit and getting him ready for Cody.

"Mmmmrrr..." He took his other hand and slowly stroked the Jedi's shaft. Purring as he stared right up at Cody. "I love you too." He giggled.

Kit moaned and arched his back, tilting his head back. All the sensations running through Kit were completely overwhelming as Rex fingered and stroked him, obviously to prep him for Cody. Moaning at Rex's touch, he arched off the bed for more, writhing on the bed and fisting the sheets a bit made Kit realize that as long as Rex was sitting on top of him he was completely helpless. _Well then helpless I'll be,_ he thought to himself. _I like this way too much for my own good._

Rex looked back over his shoulder, staring at Kit with a slow smirk. He pulled his fingers out and grinned, lifting up he sat down on Kit's erection, crying out when he completely filled him.

"Hh...Ahh...Cody, g-g-o ahead." He moans, bouncing slowly and twirling his hips.

Cody grinned at how cute Rex was. He shoved himself eagerly inside of the Jedi and moaned louder, holding his legs apart as he thrust slowly.

Kit moaned at the loss of Rex's fingers but soon he was screaming his name as Rex impaled himself on his member.

"REX!" Moaning in harmony with Rex, Kit tries to relax and get a feel for Rex on top of him when suddenly screamed again, this time Cody's name spilled from his lips as he thrust into him.

"CODY! Nnnaaaahhh!" Panting heavily, Kit grabs a hold of the sheets and holds on for what's about to come.

Rex moaned again and he smiled more. He twirled and ground himself down onto Kit, gasping and throwing his head back.

"Oooh General! You're so big~!" He gasped and bounced himself rapidly, their skin smacking together as he bounced.

Cody grinned, enjoying the show. He slowly thrust in and out of Kit, growling and moaning with content.

Kit was completely incoherent to anything that was being said to him, he was so overwhelmed by the feeling of Rex riding him hard and fast and Cody penetrating him slowly that he felt that he had gone out of his mind, completely taken over by bliss. At Rex's remark of how big he was, Kit could only roll his head back to one side and moan loud and low.

Rex moaned when Kit did and slowly he lifted up and turned around to face the Jedi. Grabbing his shaft he sat back down on it, once again being filled by Kit's length.

"Ahh~ General...I just…can't get enough of you." He chuckled and leaned forward, rubbing his pecks and leaning his head down to suck at one of his green nipples. Biting it playfully as he ground his hips in slow circles.

Cody continued to stare, a moan escaping his lips as he began to desperately pound inside of Kit. He wanted to make him moan too! Groaning he arched and slammed even harder. Gasping as their skin roughly smacked together with each of his powerful thrusts.

Kit opened his eyes long enough to see Rex get up and turn around, the sheer look of it alone sent Kit to throw his head back and moan even more. But when Rex started to rub his pecks and suck on his nipple, Kit could do nothing but moan and moan again. That was of course when he felt Cody pick up his thrusting, going faster and harder as he slammed into him.

"Nnaaa...aaahhh...ahhh... CODY!"

Rex grinned and looked back at Cody. It was on now. He sat right up and began to violently bounce himself on Kit. Bucking forward and rolling his hips.

"Ahh Kit! Oooh!" He moaned, bouncing faster and gasping again.

"Oooh yes! YES! S-say my name...p-please!" cried the Captain.

Cody gave a playful glare as he continued to rock and pound his hips. Orgasm was close and he could feel it. He moaned once more, arching a little and thrusting his hips steadily, matching Rex's rhythm.

Hearing Rex moan and shout for him to say his name as he bucked and rolled his hips, causing Kit to go insane with pleasure, made Kit wind up throwing his head back and doing exactly as he asked.

"Nnaaahhh REX!"

But as Kit panted and felt Cody still pounding into him he wound up screaming his name next

"CODY! F-f-FORCE! CODY! C-cody...nnnaaahhh d-do i-it ag-ain...nnn."

Cody had angled his thrust and hit Kit's sweet spot causing Kit to see white lights flash behind his eyes. _Oh Force...I'm so close! Cody...Rex...Force go faster!_

Rex growled and bounced himself faster. He started to stroke himself, grunting and moaning contently as he did. He arched a little. Still bouncing but focusing more on his own pleasure.

Cody grinned, seeing Rex had given up. Cody angled himself again and pulled out, then RAMMED back inside of him, absolutely POUNDING into Kit's sweet spot.

"_You like that? General! Tell me you like it!"_

Kit was so close that as Rex eased up and began stroking himself and Cody started to ram into him, all he could do was throw his head back and scream.

"CODY!" He cried right before Kit felt him hit his sweetspot.

"Nnnaaah! FORCE! CODY! Nnnaaah! D-d-on't s-stop!"

Rex bounced faster, his head tilting back as he took Kit's hand and wrapped it around his shaft.

"Ah...AHhh AHHH AHHH!" he felt himself release, spraying white into his hand and bouncing rapidly on top of Kit.

Cody turned on by Rex's orgasm. Hit his at the same time. He shoved into Kit and screamed as he came, eyes rolling into the back of his skull, his mouth hanging open.

As Rex kept bouncing and grabbed his hand, Kit managed to open his eyes as he still moaned and screamed from the bliss of it all. Hearing Rex cry and hit his climax, spraying his seed all over Kit and the bed, Kit seemed just at the edge of coming when Cody screamed and hit his sweetspot one last time, filling him to the brim with his release. Throwing his head back at the pleasure, Kit Bucked his hips up and then shoved them down as hard as he could as he let out his own scream of release.

"Naaahh...aaahh...Ahhh...AAAHHHH C-ODY... REX!"

Rex shivered and grinned. Feeling Kit's release fill himself. Gasping he flopped down onto the Jedi, kissing him hard on the mouth and lifting his hips up, pulling Kit out of himself.

Cody panted and pulled out, watching the two. He crawled up to them and pushed his mouth into the side. Making it a threesome kiss.

Kit shook and shivered as he came down from the high of his climax, only to be jolted back by Rex's hard kiss. As Cody joined them and they shared a three-way kiss, Kit smiled into it and when they finally broke he pulled them both down fully onto the bed and wound up having Rex's head on his chest while he laid his head on Cody's. Sighing he snuggled into the warmth of the clones and began to drift off to sleep ever so slightly.

(Fin) 


End file.
